Burns Michael S. 4

What Happened
Michael S. Burns, Senior Vice President, Chief Legal Officer & Corporate Secretary of CSX Corporation (CSX), received an award of 298 shares under the company's long-term incentive plan on January 23, 2026 (shares issued at $0 as compensation). To cover tax withholding on the award, 88 shares were withheld/disposed at $36.64 per share, a withholding value of about $3,224. The award is compensation (acquisition) and the share withholding is a tax-related disposition — a routine administrative step rather than an open-market sale.

Key Details

• Transaction date: January 23, 2026. Filing date: January 27, 2026 (timely filing).
• Award: 298 shares granted (code A) at $0.00 per share (compensation).
• Withholding/tax disposition: 88 shares withheld (code F) at $36.64 per share, total value ≈ $3,224.
• Shares owned after transaction: not specified in this Form 4 filing.
• Relevant footnotes:
  • F1: Shares awarded under the 2023–2025 Long-Term Incentive Plan.
  • F2: Includes 70 shares acquired under the CSX Employee Stock Purchase Plan on Dec 30, 2025.
  • F3: Withholding of stock to satisfy tax obligation (cashless/tax withholding).
  • F4: By Trustee, CSX Savings Thrift Plan — reflects equivalent shares/cash value in the CSX Stock Fund.
• Transaction codes: A = award/grant; F = withholding to satisfy tax liability.

Context: This filing reflects compensation-related share awards and the common practice of withholding shares to cover taxes (not a discretionary sale of shares). Such awards are part of executive pay programs and do not by themselves indicate a buy/sell signal.